Let's face it, It's a Small World was always mom's favorite ride. If you thought the time she picked you up at high school with rollers in her hair was embarrassing, accompanying her on Small World was even worse; ripe with its foreign jolly girly dancing dolls.

However, at Friday's D23 Expo panel, It's a Small World: Celebrating 45 Years, the Disney company presented an insightful look at the globe-trotting theme ride that was worthy of a smart extra on a Criterion Collection DVD. A real eye-opening event for any Grumpy dwarf. The best part: Listening to "It's a Small World" co-songwriter Richard Sherman and the ride's costume designer Alice Davis recall hysterical stories about Walt Disney, who sounded like the flip side of Jack Benny (check out this hysterical clip of Benny and Disney doing a sketch together).

Davis remembers when she received the call, from Disney's secretary, to design the doll outfits she "nearly jumped out the window." It was a dream come true for Davis who was born during the depression and always "felt robbed by not having dolls." The job entailed taking the sketches of legendary Small World architect Mary Blair from 2D to 3D. When Davis asked Disney how much she could spend on each doll, "He raised an eyebrow as if to say, 'You're bothering me.'" Davis says Disney gave her carte blanche with the instructions: "'I just want you to make the best costumes of the best quality that girls from 1 to 100 would want. Always give people more than they expect. If you cheat them, they'll never come back.'"

When it was time for Disney to walk through the ride demo, which was being prepared for the 1964 New York World's Fair UNICEF pavilion, he firmly asked Davis: "Why did you put long pantaloons on the Can Can Girls?"

"I responded 'You said it was a family show,'" Davis exclaimed. "And then I ran like hell."

Sherman, who co-wrote the song with his brother Robert, was asked by Disney's secretary to meet the big guy down at a basic construction of the ride sans boats.

"Disney said, 'Write me a little roundelay about the children of our world, the future. We got eight months and I need it yesterday,'" regaled Sherman. "We wrote two little themes working together. It was translatable and talked about things that we shared."

The Shermans originally conceived "It's a Small World" as a warm ballad, and Richard played that version Friday as seen in the clip below.

Disney's one note was "make it bouncy" which they did, triggering him to smile. At one point the Shermans suggested during a car ride with Disney that they wanted to structure their record deal so that their end went to charity.

"Disney pulled the car off the road, and like a Dutch uncle, told us sternly 'You will not give away your royalties! This song is going to send your kids through college!"

It wouldn't be a Disney anniversary unless its merchandising-licensing arm was working at full capacity, and in the case of Small World, they've exclusively partnered with Nordstrom to launch a line of expensive kids clothing, shoes and beauty products inspired by Blair's pastel geometric designs. Disney Consumer Products designer Tony Perrin outlined the collection for the crowd. There are three phases for the toddler stylings: Indian summer, Scottish Fall and Russian Holiday.

Small World Fashion store: Shopping means friendship to everyone.

A. D'Alessandro

As is appropriate for a ride that has trumpeted children's global welfare, Disney is working with each fashion label's charities. I.e., with sales of the TOMS shoes below, half of the money goes to UNICEF while a child in a third world country is gifted a pair.

There is just one shoe and one golden sun at the D23 Small World store

A. D'Alessandro

Also on hand Friday were Imagineers Tony Baxter, who hosted the panel, as well as Kim Irvine who has been responsible for updating the ride with Disney princesses and newer countries that have popped up since the ride began.